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Time Warner Companies Inc – ‘SC 13D/A’ on 10/21/96 re: Turner Broadcasting System Inc

As of: Monday, 10/21/96 · Accession #: 736157-96-41 · File #: 5-32143

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

10/21/96  Time Warner Companies Inc         SC 13D/A               1:16K  Turner Broadcasting System Inc

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          11     37K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Identity and Background
1	1st Page - Filing Submission
9	Item 2. Identity and Background

SC 13D/A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
UNITED STATES           
SECURITIES AND EXCHANGE COMMISSION          
Washington D.C. 20549           

SCHEDULE 13D              

Under the Securities Exchange Act of 1934         
(Amendment No. 14)*         

TURNER BROADCASTING SYSTEM, INC.        
(Name of Issuer)            

CLASS B COMMON STOCK, PAR VALUE $.0625 PER SHARE        
(Title of Class of Securities)          

900262 50 2           
(CUSIP Number)            

Peter R. Haje, Esq.             
General Counsel, Time Warner Inc.             
75 Rockefeller Plaza, New York, NY 10019 (212) 484-8000           

(Name, Address and Telephone Number of Person Authorized          
to Receive Notice and Communications)             

October 10, 1996        
(Date of Event which Requires Filing of this Statement)             

If the filing person has previously filed a statement on Schedule               
13G to report the acquisition which is the subject of this                      
Schedule 13D, and is filing this schedule because of Rule                       
13d-1(b)(3) or (4), check the following box   /   /.                            

Note:  Six copies of this statement including all exhibits,                     
should be filed with the Commission.  See Rule 13d-1(a) for the                 
other parties to whom copies are to be sent.                                    

*The remainder of this cover page shall be filled out for a                     
reporting person's initial filing on this form with respect to                  
the subject class of securities, and for any subsequent amendment               
containing information which would alter disclosures provided in                
a prior cover page.                                                             

The information required on the remainder of this cover page                    
shall not be deemed to be "filed" for the purpose of Section 18                 
of the Securities Exchange Act of 1934 ("Act") or otherwise                     
subject to the liabilities of that section of the Act but shall                 
be subject to all other provisions of the Act (however, see                     
the Notes).                                                                     

Page  1  of  11               

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SCHEDULE 13D              
CUSIP No.  900262 50 2                                Page  2  of  11  Pages    

1.    NAME OF REPORTING PERSON                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
Time Warner Inc.                                            
IRS No. 13-3527249                                          

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                         
a /  /         b /  /                                       

3.    SEC USE ONLY                                                              

4.    SOURCE OF FUNDS*                                                          
00 (See Item 5)                                             

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                  
PURSUANT  TO ITEMS 2(d) or 2(e)               /  /                  

6.    CITIZENSHIP OR PLACE OF ORGANIZATION                                      
Delaware                                                    

NUMBER OF           7.     SOLE VOTING POWER                                    
SHARES                     0                                                    
BENEFICIALLY                                                                    
OWNED BY            8.     SHARED VOTING POWER                                  
EACH                       214,858 (See Item 5)                                 
REPORTING                                                                       
PERSON              9.     SOLE DISPOSITIVE POWER                               
WITH                       0                                                    

10.    SHARED DISPOSITIVE POWER         
214,858 (See Item 5)      

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   
214,858 shares (See Item 5)                                 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES*                         /  /                        

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
100% (See Item 5)                                           

14.   TYPE OF REPORTING PERSON*                                                 
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7                    
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE                         
ATTESTATION.                                                                    

SC 13D/A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D                
CUSIP No.  900262 50 2                             Page   3   of   11  Pages    

1.    NAME OF REPORTING PERSON                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   
Time Warner Companies, Inc.                                 
IRS No. 13-1388520                                          

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                         
a /  /         b /  /                                       

3.    SEC USE ONLY                                                              

4.    SOURCE OF FUNDS*                                                          
WC (See Item 5)                                             

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                  
PURSUANT  TO ITEMS 2(d) or 2(e)               /  /                  

6.    CITIZENSHIP OR PLACE OF ORGANIZATION                                      
Delaware                                                    

NUMBER OF           7.   SOLE VOTING POWER                                      
SHARES                   0                                                      
BENEFICIALLY                                                                    
OWNED BY            8.   SHARED VOTING POWER                                    
EACH                     54,692 (See Item 5)                                    
REPORTING                                                                       
PERSON              9.   SOLE DISPOSITIVE POWER                                 
WITH                     0                                                      

10.  SHARED DISPOSITIVE POWER           
54,692 (See Item 5)           

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   
54,692 shares (See Item 5)                                  

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES*                         /  /                        

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
Approximately 32.2% (See Item 5)                            

14.   TYPE OF REPORTING PERSON*                                                 
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7                    
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE                         
ATTESTATION.                                                                    

SC 13D/A 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D              
CUSIP No.  900262 50 2                                Page  4  of 11  Pages     

1.   NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Time TBS Holdings, Inc.                                     
IRS No. 13-3412926                                          

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
a /  /         b /  /                                       

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS*                                                           
AF                                                          

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) or 2(e)                /   /                   

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                    

NUMBER OF           7.   SOLE VOTING POWER                                      
SHARES                   0                                                      
BENEFICIALLY                                                                    
OWNED BY            8.   SHARED VOTING POWER                                    
EACH                     25,330 (See Item 5)                                    
REPORTING                                                                       
PERSON              9.   SOLE DISPOSITIVE POWER                                 
WITH                     0                                                      

10.  SHARED DISPOSITIVE POWER           
25,330 (See Item 5)           

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   
25,330 shares (See Item 5)                                  

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES*                     /   /                           

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
Approximately 15.3%                                         

14.   TYPE OF REPORTING PERSON*                                                 
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7                    
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE                         
ATTESTATION.                                                                    

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SCHEDULE 13D              
CUSIP No.  900262 50 2                                 Page  5  of 11  Pages    

1.   NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Warner Communications Inc.                                  
IRS No. 13-2696809                                          

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
a/   /         b /  /                                       

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS*                                                           
AF                                                          

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) or 2(e)                /   /                   

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                    

NUMBER OF           7.   SOLE VOTING POWER                                      
SHARES                   0                                                      
BENEFICIALLY                                                                    
OWNED BY            8.   SHARED VOTING POWER                                    
EACH                     7,469 (See Item 5)                                     
REPORTING                                                                       
PERSON              9.   SOLE DISPOSITIVE POWER                                 
WITH                     0                                                      

10.  SHARED DISPOSITIVE POWER           
7,469 (See Item 5)            

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   
7,469 shares (See Item 5)                                   

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES*                    /   /                            

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
Approximately 5.2%                                          

14.   TYPE OF REPORTING PERSON*                                                 
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7                    
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE                         
ATTESTATION.                                                                    

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SCHEDULE 13D              
CUSIP No.  900262 50 2                                 Page  6  of 11  Pages    

1.   NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Warner Cable Communications Inc.                            
IRS No. 13-3134949                                          

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
a /   /        b /   /                                      

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS*                                                           
AF                                                          

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) or 2(e)                /   /                   

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                    

NUMBER OF           7.   SOLE VOTING POWER                                      
SHARES                   0                                                      
BENEFICIALLY                                                                    
OWNED BY            8.   SHARED VOTING POWER                                    
EACH                     6,004 (See Item 5)                                     
REPORTING                                                                       
PERSON              9.   SOLE DISPOSITIVE POWER                                 
WITH                     0                                                      

10.  SHARED DISPOSITIVE POWER           
6,004 (See Item 5)            

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   
6,004 shares (See Item 5)                                   

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES*                               /   /                 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
Approximately 4.2%                                          

14.   TYPE OF REPORTING PERSON*                                                 
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7                    
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE                         
ATTESTATION.                                                                    

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SCHEDULE 13D              
CUSIP No.  900262 50 2                                 Page  7  of 11  Pages    

1.   NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
American Television and Communications Corp.                
IRS No. 13-2922502                                          

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
a /   /        b /   /                                      

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS*                                                           
N/A (See Item 3)                                            

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) or 2(e)                /    /                  

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                    

NUMBER OF           7.   SOLE VOTING POWER                                      
SHARES                   0                                                      
BENEFICIALLY                                                                    
OWNED BY            8.   SHARED VOTING POWER                                    
EACH                     17,011 (See Item 5)                                    
REPORTING                                                                       
PERSON              9.   SOLE DISPOSITIVE POWER                                 
WITH                     0                                                      

10.  SHARED DISPOSITIVE POWER           
17,011 (See Item 5)           

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   
17,011 shares                                               

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES*                      /    /                         

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
Approximately 12.1%                                         

14.   TYPE OF REPORTING PERSON*                                                 
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7                    
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE                         
ATTESTATION.                                                                    

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SCHEDULE 13D              
CUSIP No.  900262 50 2                                Page  8  of 11  Pages     

1.   NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     
Time Warner Operations Inc.                                 
IRS No. 13-3544870                                          

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
a /  /         b /   /                                      

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS*                                                           
N/A (See Item 3)                                            

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) or 2(e)               /   /                    

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       
Delaware                                                    

NUMBER OF           7.   SOLE VOTING POWER                                      
SHARES                   0                                                      
BENEFICIALLY                                                                    
OWNED BY            8.   SHARED VOTING POWER                                    
EACH                     4,882 (See Item 5)                                     
REPORTING                                                                       
PERSON              9.   SOLE DISPOSITIVE POWER                                 
WITH                     0                                                      

10.  SHARED DISPOSITIVE POWER           
4,882 (See Item 5)            

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON                   
4,882 shares (See Item 5)                                   

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES*                   /  /                              

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
3.5%                                                        

14.   TYPE OF REPORTING PERSON*                                                 
CO                                                          

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7                    
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE                         
ATTESTATION.                                                                    

SC 13D/A 9th Page of 11 TOC 1st Previous Next ↓Bottom Just 9th
                                                     9
AMENDMENT NO. 14 TO               
SCHEDULE 13D              

On October 10, 1996, Time Warner Companies, Inc., a Delaware          
corporation formerly known as Time Warner Inc. ("Time Warner")                  
became a wholly owned subsidiary of Time Warner Inc., a Delaware                
corporation formerly known as TW Inc. ("New Time Warner") as a                  
result of the consummation of the transactions (the "Holding                    
Company Transaction") contemplated by the Amended and Restated                  
Agreement and Plan of Merger dated as of September 22, 1995, as                 
amended (the "Amended Merger Agreement") among New Time Warner,                 
Time Warner, Turner Broadcasting System, Inc., a Georgia                        
corporation ("TBS"), Time Warner Acquisition Corp., a Delaware                  
corporation and TW Acquisition Corp., a Georgia corporation.                    

New Time Warner, Time Warner, Time TBS Holdings, Inc., a              
Delaware corporation ("Holdings"), Warner Communications Inc., a                
Delaware corporation ("WCI"), Warner Cable Communications Inc., a               
Delaware corporation ("WCCI"), American Television and                          
Communications Corporation, a Delaware corporation ("ATC") and                  
Time Warner Operations Inc., a Delaware corporation                             
("Operations"), hereby amend and supplement their statement on                  
Schedule 13D relating to the Class B Common Stock, par value                    
$.0625 per share (the "TBS Class B Common Stock"), of TBS, as                   
originally filed with the Securities and Exchange Commission (i)                
by Holdings and Time Warner on June 15, 1987 and subsequently                   
amended; and (ii) by WCCI and WCI on June 16, 1987 and                          
subsequently amended.  New Time Warner, Time Warner, Holdings,                  
WCI, ATC, Operations and WCCI  are hereinafter collectively                     
referred to as the "Reporting Persons".                                         

Pursuant to Rule 13D-1(f) under the Securities Exchange Act of 1934,  
the Reporting Persons have agreed to file one statement with respect to         
their ownership of TBS Class B Common Stock and the joint Schedule 13D          
of the Reporting Persons, is hereinafter referred to as the "Statement".        

Item 2.   Identity and Background.                                              

Item 2 of the Statement is hereby amended and supplemented by         
deleting the first paragraph thereof and inserting the following in             
lieu thereof:                                                                   

Time Warner Inc., a Delaware corporation formerly             
known as TW Inc. ("New Time Warner"), has its principal                   
executive offices at 75 Rockefeller Plaza, New York,                      
New York 10019.  New Time Warner is a media and entertainment             
company with operations in magazine and book publishing,                  
recorded music and music publishing, filmed entertainment,                
broadcasting, theme parks, cable television programming                   
and cable television systems.                                             

Time Warner Companies, Inc., a Delaware corporation         
formerly known as Time Warner Inc. ("Time Warner"), is a                  
wholly owned subsidiary of New Time Warner and has its                    
principal executive offices at 75 Rockefeller Plaza, New                  
York, New York 10019.  Time Warner is a media and                         
entertainment company with operations in magazine and book                
publishing, recorded music and music publishing, filmed                   
entertainment, broadcasting, theme parks, cable television                
systems and cable television programming.                                 

SC 13D/A 10th Page of 11 TOC 1st Previous Next ↓Bottom Just 10th
                                                      10
Item 5.     Interest in Securities of TBS.                                      

Item 5 of the Statement is hereby amended and supplemented by adding  
a new last paragraph as follows:                                                

As a result of the consummation of the Holding              
Company Transaction on October 10, 1996, New Time Warner                  
owns, directly or indirectly through wholly owned                         
subsidiaries, all the issued and outstanding shares of                    
capital stock of TBS.  On October 10, 1996, (a) each                      
outstanding share of TBS Class A Common Stock and                         
TBS Class B Common Stock, other than shares held directly                 
or indirectly by Time Warner or New Time Warner or in                     
the treasury of TBS, were converted into 0.75 of a                        
share of New Time Warner, (b) each outstanding share                      
of TBS Class C Preferred Stock, other than shares held                    
directly or indirectly by Time Warner or New Time Warner                  
or in the treasury of TBS, were converted into 4.80                       
shares of New Time Warner Common Stock and (c) TBS                        
became a wholly owned subsidiary of New Time Warner.                      

SIGNATURE               

After reasonable inquiry and to the best of the knowledge and belief  
of the undersigned, the undersigned certify that the information set            
forth in this statement is true, complete and correct.                          

Dated:  October 21, 1996                                                        
TIME WARNER INC.    

           By:     /s/ Thomas W. McEnerney
       Name:   Thomas W. McEnerney
  Title:  Vice President

       TIME WARNER COMPANIES, INC.

           By:     /s/ Thomas W. McEnerney
       Name:   Thomas W. McEnerney
  Title:  Vice President

   TIME TBS HOLDINGS, INC.

           By:     /s/ Thomas W. McEnerney
       Name:   Thomas W. McEnerney
  Title:  Vice President

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                                                          11
      WARNER COMMUNICATIONS INC.

           By:     /s/ Thomas W. McEnerney
       Name:   Thomas W. McEnerney
  Title:  Vice President

            WARNER CABLE COMMUNICATIONS INC.

           By:     /s/ Thomas W. McEnerney
       Name:   Thomas W. McEnerney
  Title:  Vice President

   AMERICAN TELEVISION AND
      COMMUNICATIONS CORPORATION

           By:     /s/ Thomas W. McEnerney
       Name:   Thomas W. McEnerney
  Title:  Vice President

       TIME WARNER OPERATIONS INC.

           By:     /s/ Thomas W. McEnerney
       Name:   Thomas W. McEnerney
  Title:  Vice President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/21/96	10
	10/10/96	1	10
	9/22/95	9		8-K
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Filing Submission 0000736157-96-000041 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Time Warner Companies Inc – ‘SC 13D/A’ on 10/21/96 re: Turner Broadcasting System Inc

As of: Monday, 10/21/96 · Accession #: 736157-96-41 · File #: 5-32143

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents